WERNER ENTERPRISES INC — Director's Dealing 2017

Jul 31, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WERNER ENTERPRISES INC (WERN)
CIK: 0000793074
Period of Report: 2017-07-27

Reporting Person: LEATHERS DEREK J (President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-07-27	Common Stock	F	2588	$29.85	Disposed	228779.57	Direct
2017-07-28	Common Stock	M	200	$17.18	Acquired	228979.57	Direct
2017-07-28	Common Stock	S	200	$30.00	Disposed	228779.57	Direct
2017-07-31	Common Stock	M	12044	$17.18	Acquired	240823.57	Direct
2017-07-31	Common Stock	S	12044	$30.0247	Disposed	228779.57	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-07-28	Stock Options (Right to Buy)	$17.18	M	200	Disposed	2017-11-30	Common Stock (200)	Direct
2017-07-31	Stock Options (Right to Buy)	$17.18	M	12044	Disposed	2017-11-30	Common Stock (12044)	Direct

Footnotes

F1: Represents shares required to satisfy tax withholding obligations in connection with the vesting of 8,000 shares of restricted stock granted to the Reporting Person on July 27, 2012.

F2: The price specified in Column 4 is a weighted average price. The actual sales prices ranged from $30.00 to $30.15 per share. The reporting person has provided to the Issuer and will provide to the SEC staff or security holder of the Issuer, upon request, information regarding the number of shares sold at each price within the range.
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F3: Stock options become exercisable in the following percentages at the specified number of months from grant date: 15% at 24 months; 20% each at 36, 48, and 60 months; and 25% at 72 months.